SEC News Digest

Issue 2011-168
August 30, 2011

Enforcement Proceedings

In the Matter of Derand Real Estate Investment Trust

On August 29, 2011, an Administrative Law Judge issued an Order Making Findings and Revoking Registrations by Default as to Four Respondents (Default Order) in Derand Real Estate Investment Trust, Admin. Proc. No. 3-14489. The Default Order finds that four Respondents failed to comply with Section 13(a) of the Securities Exchange Act of 1934 (Exchange Act) and Exchange Act Rules 13a-1 and 13a-13 because each failed to make periodic filings with the Commission for a number of years. Based on these findings, the Default Order, pursuant to Section 12(j) of the Exchange Act, revokes the registration of each class of registered securities of Derand Real Estate Investment Trust, DeRose Industries, Inc., Direct Connect International, Inc., and Domestic Fundings, Inc.

Order to Show Cause Filed Against Stanley J. Kowalewski

On August 29, 2011, the Securities and Exchange Commission filed an emergency application for an Order to Show Cause why Defendant Stanley J. Kowalewski (Kowalewski) should not be held in civil contempt for failing to comply with the Court’s Orders freezing his assets. The emergency application arises out of an action brought by the Commission to stop an alleged offering and investment advisory fraud perpetrated by Kowalewski against investor pension funds, school endowments, hospitals and foundations. The U.S. District Court entered and extended a freeze over Kowalewski’s assets, including over the house he had previously caused his hedge fund to “purchase” from him for $2.8 million. Kowalewski violated and is violating the Court’s asset freeze by removing and selling from that same house: kitchen and wall-mounted cabinets, light fixtures, doors, and other structural elements, with an estimated value of at least $176,000, while substantially damaging the house in the process. The Commission seeks to stop the on-going harm, require Kowalewski to account for and return to the Receiver the items taken from the house, and pay the Receiver for the damage he has caused it. The Court has ordered a hearing on the Commission’s application for August 31, 2011. [Securities and Exchange Commission v. Stanley J. Kowalewski, et al, Case No. 1:11-cv-00056-TCB (N.D. Ga.)] (LR-22073)

In the Matter of International Butec Industries Corp.

An Administrative Law Judge has issued an Order Making Findings and Revoking Registrations by Default (Default Order) as to International Butec Industries Corp. (n/k/a Websmart.com Communications, Inc.), International En-R-Tech, Inc. (n/k/a National Telcom Solutions, Inc.), International Nesmont Industrial Corp., and Internet Cable Corp. (collectively, Respondents), in International Butec Industries Corp. (n/k/a Websmart.com Communications, Inc.), Admin. Proc. No. 3-14476. The Order Instituting Proceedings alleged that seven Respondents repeatedly failed to file required annual and quarterly reports while their securities were registered with the Securities and Exchange Commission. The Default Order finds these allegations to be true as to Respondents and revokes the registrations of each class of their registered securities, pursuant to Section 12(j) of the Securities Exchange Act of 1934.

Commission Suspends Trading in the Securities of Somerset International Group, Inc.

The U.S. Securities and Exchange Commission announced the temporary suspension of trading in the securities of Somerset International Group, Inc. (Somerset International Group) (SOSI) commencing at 9:30 a.m. EDT on August 30, 2011 and terminating at 11:59 p.m. EDT on September 13, 2011.

The Commission temporarily suspended trading in the securities of Somerset International Group due to a lack of current and accurate information about the company. This order was entered pursuant to Section 12(k) of the Securities Exchange Act of 1934 (Exchange Act).

The Commission cautions brokers, dealers, shareholders and prospective purchasers that they should carefully consider the foregoing information along with all other currently available information and any information subsequently issued by Somerset International Group.

Brokers and dealers should be alert to the fact that, pursuant to Exchange Act Rule 15c2-11, at the termination of the trading suspensions, no quotation may be entered relating to the securities of Somerset International Group unless and until the broker or dealer has strictly complied with all of the provisions of the rule. If any broker or dealer is uncertain as to what is required by the rule, it should refrain from entering quotations relating to the securities of Somerset International Group until such time as it has familiarized itself with the rule and is certain that all of its provisions have been met. Any broker or dealer with questions regarding the rule should contact the staff of the Securities and Exchange Commission in Washington, DC at (202) 551-5720. If any broker or dealer enters any quotation which is in violation of the rule, the Commission will consider the need for prompt enforcement action.

If any broker, dealer or other person has any information which may relate to this matter, they should immediately communicate it to the Delinquent Filings Group of the Division of Enforcement at (202) 551-5466, or by e-mail at DelinquentFilings@sec.gov. (Rel. No. 34-65220).

Commission Orders Hearings on Registration Suspension or Revocation Against Somerset International Group, Inc.

In conjunction with this trading suspension, the Commission today also instituted separate public administrative proceedings to determine whether to revoke or suspend for a period not exceeding twelve months the registration of each class of the securities of Somerset International Group for making materially deficient periodic filings with the Commission. In the Matter of Somerset International Group, Inc., Administrative Proceeding File No. 3-14522.

In the Order, the Division of Enforcement (Division) alleges that Somerset International Group has made materially delinquent periodic filings with the Commission.

In these proceedings, instituted pursuant to Exchange Act Section 12(j), a hearing will be scheduled before an Administrative Law Judge. At the hearing, the judge will hear evidence from the Division and the Respondents to determine whether the allegations of the Division contained in the Order, which the Division alleges constitute failures to comply with Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 thereunder, are true. The judge in the proceedings will then determine whether the registrations pursuant to Exchange Act Section 12 of each class of the securities of Somerset International Group should be revoked or suspended for a period not exceeding twelve months. The Commission ordered that the Administrative Law Judge in the proceedings issue an initial decision not later than 120 days from the date of service of the order instituting proceedings. (Rel. No. 34-65221; File No. 3-14522).

In the Matter of Renee Marie Brown

On August 26, 2011, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934 and Section 203(f) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions (Order) against Renee Marie Brown (Brown).

The Order finds that on August 17, 2011, in the civil action SEC v. Brown, et al., Case No. 10-cv-1207, the United States District Court for the District of Minnesota entered a final judgment by consent against Brown, permanently enjoining her from future violations of Section 17(a)(1),(2) and (3) of the Securities Act of 1933, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Sections 206(1), 206(2) and 206(4) of the Advisers Act and Rule 206(4)-8 thereunder.

The Order further finds that in the Complaint, the Commission alleges that Brown, a Minnesota-based investment adviser, defrauded clients into transferring their money to Investors Income Fund X, LLC (the Fund) and falsely represented that the Fund was a bond fund with fixed annual returns of 8% or 9%. According to the Order, the Complaint further alleges that she distributed bogus returns to investors in order to further the fiction that the Fund was a legitimate and successful investment opportunity. The Order finds that the Complaint also alleges that from July 2009 through March 2010, clients invested more than $1.1 million with the Fund, and that Brown used most of that money to, among other things, purchase a condominium and build-out office space for her new business.

Based on the above, the Order bars Brown from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization. The Order also bars Brown from participating in any offering of a penny stock. Brown consented to the issuance of the Order without admitting or denying the findings in the Commission’s Order, except that she admitted the entry of the injunction. (Rel. No. 34-65205; IA-3263; File No. 3-14515).

Attorney Barred From Future Penny Stock Offerings

The Securities and Exchange Commission obtained substantial relief against Texas securities lawyer Phillip W. Offill, Jr. arising out of his participation in a fraudulent “pump-and-dump” scheme in which hundreds of thousands of shares of penny stock were unloaded into the public markets. In a judgment against Offill entered on August 19, 2011, the United States District Court for the Eastern District of Michigan permanently barred Offill from participating in any offering of penny stock. The court also prohibited Offill and his company, Collective Thought Holdings, Inc., from offering or selling shares in violation of the registration provisions of the federal securities laws, and ordered Offill to pay $5,000 in disgorgement.

In April, the court entered a consent judgment against co-defendant Peter W. Fisher enjoining him against violations of the antifraud and registration provisions of the securities laws, prohibiting him from serving as an officer or director of a public company and from participating in offerings of penny stocks for five years, and requiring him to pay a civil penalty of $25,000. The Commission had previously settled charges against Arizona securities lawyer David P. Stocker for his role in the scheme.

In April 2010, Offill was sentenced to eight years in prison for his participation in a “pump-and-dump” scheme to issue shares to the public illegally while others manipulated the stocks by making materially false and misleading statements in press releases and in spam e-mail messages. A jury had returned a verdict against Offill in January 2010, finding him guilty of conspiracy to commit securities fraud and nine counts of wire fraud. Offill was also required to pay a money judgment of more than $4.8 million that he and others received in the scheme.

Investment Company Act Releases

Notice of Applications for Deregistration under the Investment Company Act of 1940

For the month of August 2011, a notice has been issued giving interested persons until September 20, 2011, to request a hearing on any of the following applications for an order under Section 8(f) of the Investment Company Act of 1940 declaring that the applicant has ceased to be an investment company:

Self-Regulatory Organizations

Approval of Proposed Rule Changes

The Commission has approved a proposed rule change (SR-FICC-2011-05) filed by the Fixed Income Clearing Corporation under Section 19(b)(1) of the Securities Exchange Act of 1934 to amend the rules regarding the GCF Repo Service to adopt changes recommended by the Tri-Party Repo Infrastructure Reform Task Force. Publication is expected in the Federal Register during the week of August 29, 2011. (Rel. No. 34-65213)

Proposed Rule Change

NYSE Amex LLC filed a proposed rule change (SR-NYSEAmex-2011-61) to add Commentary .01 to Rule 925.1NY to indicate that Market Makers will not be obligated to quote in adjusted option series and to clarify an existing exception to the quoting obligations. Publication is expected in the Federal Register during the week of August 29th. (Rel. No. 34-65209).

NYSE Arca, Inc. filed a proposed rule change (SR-NYSEArca-2011-59) to add Commentary .01 to Rule 6.37B to indicate that Market Makers will not be obligated to quote in adjusted option series and to clarify an existing exception to the quoting obligations. Publication is expected in the Federal Register during the week of August 29th. (Rel. No. 34-65210)

Immediate Effectiveness of Proposed Rule Changes

A proposed rule change filed by NASDAQ OMX PHLX LLC (SR-Phlx-2011-124) relating to rebates and fees for adding and removing liquidity in Select Symbols has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of August 29th. (Rel. No. 34-65206)

Securities Act Registrations

The following registration statements have been filed with the SEC under the Securities Act of 1933. The reported information appears as follows: Form, Name, Address and Phone Number (if available) of the issuer of the security; Title and the number and/or face amount of the securities being offered; Name of the managing underwriter or depositor (if applicable); File number and date filed; Assigned Branch; and a designation if the statement is a New Issue.

Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics

5.06

Change in Shell Company Status

6.01

ABS Informational and Computational Material.

6.02

Change of Servicer or Trustee.

6.03

Change in Credit Enhancement or Other External Support.

6.04

Failure to Make a Required Distribution.

6.05

Securities Act Updating Disclosure.

7.01

Regulation FD Disclosure

8.01

Other Events

9.01

Financial Statements and Exhibits

8-K reports may be viewed in person in the Commission's Public Reference Branch at 100 F Street, N.E., Washington, D.C. To obtain paper copies, please refer to information on the Commission's Web site at http://www.sec.gov/answers/publicdocs.htm. In most cases, you can view and download this information by using the search function located at http://www.sec.gov/edgar/searchedgar/companysearch.html.